SPIDERMAN: THE SERIES PILOT
by Triligors
Summary: Peter Parker, is just your ordinary teenager. He is shy around girls. His family has money problems. And he just wants to be like everyone else. That is until he’s bitten by a radioactive spider, now he just wants to know what he was meant to do with


"SPIDER-MAN: THE SERIES PILOT EPISODE"

A teleplay by

Kevin Myers

FADE IN:

INT. OLD ABANDONED ACME WAREHOUSE- NIGHT

At first the screen is black, we can see nothing but pure darkness.

VOICE

Don't hurt me… please- don't…

The voice was coming from that of a frightened man, all of a sudden –BAM! We hear the sound of A BODY BEING THROWN AGAINST A BRICK WALL, bones CRACKLE.

VOICE

God save me…

The camera begins to move away from our obstructive view due to a large stone pillar, now we can see what's happening… The warehouse, cold and decrypt. A man on the ground leaning against the right wall, WHIMPERING for his life. Standing above him, is a figure cloaked in complete shadow. Holding a car above his head, aiming towards the whimpering man.

SPIDER-MAN (V.O.)

Life is full of mystery, of changes, of love and of death. Sometimes it is hard distinguishing what you were meant to be. Some find out early in their lives, others find out the hard way… I'd like to tell you that I found my destiny the easy way, but if I did- I wouldn't be where I am right now…I wish I only knew that earlier- Uncle Ben.

A white light encompasses the screen… blinding our sight. We hear the sounds of police SIRENS outside and WHIRLING helicopters blades.

JUMP CUT:

EXT. MIDTOWN HIGH SCHOOL

2 WEEKS AGO…

Trees rustle in the howling wind, students walk up the stone stairway leading to Midtown High School.

INT. MIDTOWN HIGH SCHOOL- HALLWAYS

Inside the ceilings and floors were made out of large chunks of stone, while the walls were made out of the same bricks used on its exterior. Leaning against one of the walls is FLASH THOMPSON, a football quarterback, a senior at Midtown. Flash was currently talking to his girl friend, GWEN STACY, a freshman. On the other side of the hallways was PETER PARKER, timid and shy. Thick black-rimmed glasses are perched on the bridge of his nose. He wears the last sweater vest in America. He leans against Gwen's locker… waiting for Gwen, for his chance to talk to her…

PETER

"Hey Gwen… I just want to know if, maybe, you wanted to go see a movie or something… might be fun…" no, that sucks.

Peter GLANCES HIS BEHIND SHOULDER seeing Flash and Gwen flirting…

PETER

Ah, forget it- she'll always be just my friend… why would she want a schlub like me when she can have Captain Caveman there? It just was never meant to be Pete.

Peter rounds the corner and is about to pass Gwen…

GWEN

Hey Pete.

Peter stops. His blood runs cold and his hands begin to nervously jolt about.

PETER

Oh…

(tries for cocky voice)

h…h…

(gives up)

hey Gwen.

Trying to act suave, he tries to lean against the locker… his sweating palms making his hands slip.

GWEN

So how's those science projects of yours going?

PETER

Oh, well, they're…

Peter slips and bangs his elbow against the locker. Flash laughs out loud. Gwen shoots him a look.

PETER

Whoah… I'm fine… I mean, they're fine. Everything's fine.

GWEN smiles, giggling at Peter's innocence

GWEN

Tell your Uncle that I'll be by sometime tonight to pick up the neighborhood fliers…

PETER

Huh?

GWEN

Didn't he tell you, I'm going to be helping with the neighborhood charity event this year- aren't you?

Pete scratches the back of his neck and tries to play it cool.

PETER

Me? Yeah- you bet, wouldn't miss it for the world.

FLASH

Yeah. It's going to be fine, huh Pete?

Flash smirks; Peter looks towards Flash mad and then he turns his attention back towards Gwen and shrugs.

PETER

So I'll see you there?

GWEN

Yeah… see ya.

Peter walks away, he looks back towards Flash and Gwen wondering…

FLASH

Why do you even pay attention to him?

GWEN

I knew him since I was five Flash, what do you expect me to do? Break off all contact just because he isn't the coolest kid at school.

FLASH

Well, actually…

GWEN

You're not serious are you?

FLASH

Just tell me are you doing this out of charity or because you actually… like him?

GWEN

He's my friend, I don't bother you about your friends do I?

FLASH

Yeah, but…

GWEN

Hmm?

FLASH

What can I say, when you're right, you're right, there's no point in arguing.

Flash hangs his head. Peter watches from a distance… maybe he did have a chance. Flash kisses Gwen and Gwen doesn't fight back. Peter sighs and begins to walk away. He stops noticing something on a bulletin board overhead… SCIENCE HALL 'RADIOACTIVITY EXHIBIT' /7-8 /LEAD SCIENTIST Q & A /WITH /LIVE EXPERIMENT.

INT. OSBORN MANSION- DINING ROOM

The mansion was from a different class and setting than the low class architecture of Midtown High School. This mansion belonged to the Osborn family. The room was surrounded by wood, the long table in the middle was stretched almost the length of a football field. On one side sat HARRY OSBORN, 18, bold, outgoing, handsome. And on the other side of the table sat his date for the evening, a Globetrotters Cheerleader, blonde, ditzy, his type of girl and her name, if it even mattered was ALISON. Not surprising, the first words of their conversation were…

ALISON

Wow… you're rich.

Harry grins and nods his head.

HARRY

So I take it you're impressed.

ALISON

Totally impressed.

HARRY

Good, I thought you'd like it. Ancient Roman architecture actually, it was shipped over here- agh… about two years ago to be exact.

ALISON

From Rome?

HARRY

No, from Africa.

ALISON

Really?

Harry GRINS wider and nod his head, yep… he was right… most of the time he's always right- well, in this matter of topics, science… his father's field was another ball park.

HARRY

No… it wasn't.

ALISON

You had me there.

HARRY

Got yah…

Harry stands up and walks over towards the other side of the table to sit besides her, his hand FLIRTATIOUSLY touches her arm.

HARRY

You know, if you think this is amazing… you would probably be more impressed with the fifth floor.

One of the many butlers walks in and clears his throat. Harry glances behind his shoulder and sighs out, _ok… bad timing._

BUTLER

It's your father sir.

HARRY

Tell him I'm in a meeting.

Harry looks back towards Alison and smiles.

BUTLER

Sir, with all due respect… your father already knows that there was no meeting today, nor any meeting for the whole month.

Harry frowns and looks up towards the Butler.

HARRY

You ratted me out?

BUTLER

I did no such thing sir…

HARRY

(under his breath)

Menken…

Harry stands up and is about to enter through the kitchen's double doors when he stops and looks back towards Alison.

HARRY

Sorry about this, I'll be back ok.

Harry exits through the double doors.

INT. OSBORN MANSION- KITCHEN

Harry walks through the elaborate, high tech kitchen area where the food was currently being prepared by professional cooks. Harry stops and looks down towards a pot of pasta… he takes a whiff from the rising aroma and smiles looking towards the main chef he finishes it off with.

HARRY

Keep up the nice work Stew. Looking great already.

He continues to walk and enters into…

INT. OSBORN MANSION- CONFERENCE ROOM

A man in his mid forties is projected over a massive plasma screen television set. Harry tries to look excited.

HARRY

Dad… how's business?

NORMAN OSBORN, 45 years old, slicked back brown hair and a solid military stance looks down towards his son, both literally and emotionally.

NORMAN

Having another rendezveu Harry?

HARRY

I have no idea what you're talking about father.

NORMAN

I sent you out there for work, not pleasure- if I wanted to do that I would have just sent you to Hawaii and be done with you…

HARRY

Why didn't you dad? You know I would have enjoyed the free trip to paradise.

NORMAN

Sometimes I wonder if you're truly my son. Menken has reported back to me with Oscorp's New York statistics and I have to say, I am deeply, deeply unsatisfied. It seems that ever since your took over, product income has decreased by 80. You're making me look like a fool Harry. I knew I would regret trusting you. You have to learn responsibility son.

HARRY

I am responsible dad.

NORMAN

I built this company from the ground up when I was around the same age you are now. It's time you took your rightful place in the world, we're business men son… not racketeers that whisk off in the middle of the night to have sex with some random girl.

HARRY

You're giving me too much credit, first I have to lure them to my irresistible sense of Osborn charm and dignity. This mansion is a babe magnet alone- I have you to thank.

NORMAN

One of our many business rivals just arrived in town this week.

HARRY

Yuma Corp., leader in the field of… Radiology.

NORMAN

I'm surprised, you do have a brain after all… there's a science exhibit being held tomorrow night… I want you to be there, I want to know everything… blue prints, fields of expertise, top scientists… anything you can dig up.

HARRY

Dad, I'm pretty sure that's illegal.

NORMAN

What isn't these days son, don't let me down again.

The transmission feed ends.

INT. MIDTOWN HIGH SCHOOL- CAFETERIA

Peter sits alone at a lunch table, looking around the room… everyone was sitting with their own cliché groups, he looks up and can see JASON LONELLO, brown hair, handsome and muscular. In other words almost the complete opposite from Peter. Jason sits down

JASON

Hey.

PETER

Hey…

JASON

Why don't you just ask her already man.

PETER

Ask who?

JASON

I don't know, Tara Reid… who do you think I'm talking about…

PETER

Oh her…

JASON

Suddenly lacking in Gwen Stacy striving? Huh?

Peter shrugs as though it was useless… his eyes casually glancing over towards her. Flash catches his eyes and Peter quickly looks away.

PETER

She's with Flash, and besides… do I look like someone who would have a chance with…

JASON

A hot, sexy blonde cheerleader against a strong football player like Flash Thomson? Besides his family is uber rich, from rumors anyways…

PETER

Oh real nice, rub it in why don't you?

JASON

Hey sorry man. But, you know what you don't have that Flash has?

PETER

What?

JASON

Balls. I mean come on man, what's the worst that could happen, her saying no?

PETER

Well… that and Cap Caveman would probably send me to the terminal wing.

JASON

Point is, if you think about her so much… why don't you just finally ask her? Is it that hopeless?

PETER

I find that if I don't ask, I'll never get disappointed if she does… in fact… say no… which statistically.

JASON

By the way, "statistically" people don't like it when you try to sound smart.

PETER

But, I am smart.

JASON

Well, that's a definite turn off for girls, trust me man. Another thing- don't fart.

PETER

Huh?

JASON

Trust me, Liz saw me fart once… and I thought she would stop talking to me.

PETER

You're kidding.

JASON

Smells never lie… so catch you around… I'm late already as it is

PETER

Late?

JASON

Lunch detention. See yah.

Peter nods as Jason walks away, Flash walks towards Peter, looking down towards him with a threatening GLARE.

FLASH

Peter Parker right?

Peter adjusts his glasses looking towards Flash with suspicion and stands up looking Flash straight in the eyes.

PETER

You're talking to me?

FLASH

I saw the way you were looking at Gwen, and in all honesty… I didn't like it Parker, not one bit and you know why that is? She's mine alright, live with it… I better not see you even come ten feet within Gwen, just leave her alone and go about your life- alright?

Flash shoves Peter. Peter hesitantly raises his dukes.

FLASH

C'mon, c'mon, man, hit me!

GWEN

Flash leave him alone…

Peter doesn't. Flash grins…

FLASH

One punch Parker, any time you want…

Flash walks back towards the table and high fives most of his fellow football players. Gwen looks towards him…

FLASH

(to GWEN)

I'm sorry… you know how I get sometimes.

Gwen shakes her head 'yes.'

INT. OSBORN MANSION- HARRY OSBORN'S BEDROOM

**AUDIOSLAVE'S WHAT YOU ARE** plays as… Harry lays on the bed, shirt off, next to Alison. Both currently making out under the darkness of the room.

ALISON

I want to hear you say it…

Harry looks towards her questioning what she meant.

ALISON

Say you love me.

Harry smiles.

HARRY

I love you.

Harry continues to kiss up her neck and she smiles.

ALISON

Say it like you actually mean it.

HARRY

I…

Harry's cell phone rings and he answers it

HARRY

(to PHONE)

Hello… dad, what a surprise… I know, I'll be there… bye.

Harry hangs up the phone and looks back towards Alison.

ALISON

Who was that?

HARRY

My father, I have to be somewhere in an hour.

ALISON

Already?

Harry shrugs

HARRY

His rules or the highway.

Harry and Alison kiss. He stands up, walks over towards the dresser drawer and picks out a tie.

HARRY

I'll be back later.

He looks towards her and grins, he walks into the bathroom… looking into the mirror he takes his dress shirt and puts it on, buttoning it up fixing his tie in the mirror, he says to himself…

HARRY

I love being me…

INT. PARKER FAMILY HOME – FAMILY ROOM- DAY  
A TV playing PAX. A remote enters foreground.

PETER (O.S.)

Just press record, 4, channel, 23, record, and enter.

He hands it to AUNT MAY. She was around her mid 40s, but still very young.

MAY

Oh, I never could figure these things out.

PETER

Sixth year's the charm. I'm going to be heading over to the science exhibit later on tonight, Miles Yuma is going to be there and…

MAY

I know Peter, I know you want to go…

PETER

My homework is done, I've checked it over ten times already.

MAY

Ten times? I thought you said sixth times' the charm.

Peter smiles

PETER

Aunt May…

MAY

Don't blame me- you said it.

PETER

Is Uncle Ben home yet?

MAY

No, I'm not expecting him for another two hours.

PETER

I thought work got out at six?

MAY

It did… it does… it does…

PETER

It did, what did you mean?

MAY

Slight slip of tongue…

PETER

You said it did… you meant it… what did you mean?

MAY

Your Uncle and I didn't want to alarm you, but he was fired last week… he's having a hard enough time as it is Peter, all he wants is for you to look up at him, to admire him… don't let him know that I told you ok.

PETER

I promise Aunt May. I can pitch in a little more, find a job of my own.

MAY

Don't worry yourself, everything will be alright- you'll see… everything is always fine Peter… have trust in your Uncle. I'll tell him you went to that little science exhibit of yours, now run along before you're late.

PETER

You sure you don't need any help Aunt May?

MAY

We don't need any help Peter, you're such a good boy though… you remind me of your father.

Peter smiles

PETER

I miss him.

MAY

He would be proud of you, they would both be.

Peter shakes his head ok and leaves the room.

INT. SCIENCE HALL- RADIOLOGY EXHIBIT- AUDITORIUM

The room was filled with all sorts of science experiments, ranging from the practical to the bizarre and unordinary. Peter walks through the room, looking at the experiments- but his eyes were elsewhere, pointed towards the stage… all that could be seen were two large objects covered by a brown drape. Where as, Harry Osborn took a different approach to the exhibit; unlike Peter, he was here on business… a job that he would have loved to have gone without. Wearing the Oscorp badge he wanders around attempting to find out information from anyone he bumped into… Peter, mindlessly and in a dream like stance begins to walk towards the stage. While Harry Osborn, was walking towards the stage looking back towards the recent contact. Harry and Peter stumble into one another…

HARRY

Hey, watch where you're going.

Peter kneels down and picks up his glasses.

PETER

S…s… sorry.

Harry raises his eyebrow, Peter was obviously not a worker- but, probably one of the biggest dorks here… if there was information, Peter was as readable as a dictionary.

HARRY

You work for Yuma Corp.?

PETER

I wish…

HARRY

So, you're here… because?

PETER

You know, I didn't quite catch your name…

HARRY

Harry, Harry Osborn…

PETER

Of the New York Osborns?

HARRY

Well, I'm not in Pittsburgh, am I?… So I take it you know about my father.

PETER

Do I! The man's a hero…

HARRY

I wouldn't go that far… actually I would say he's the total opposite of a hero. Listen, from the looks of things- you're probably the most intelligent person here… perhaps you could fill me in a little.

PETER

The son of Norman Osborn needs my help?

HARRY

Yeah, I guess genius skips a generation. You really need to help me because, if I mess this up my father will probably disown me or something.

PETER

Ah, come on- he can't be that bad.

Harry laughs

HARRY

No he's actually worse…

The lights in the auditorium begin to dim.

PETER

Well, Miles Yuma started the corporation in… agh… 1893… radiology is one of it's primary business practices and… he went to Yale University for three years, then transferred to Harvard, then…

HARRY

I get the point… what about that thing?

Harry motions up towards the stage.

PETER

To tell you the truth, I have absolutely no idea.

HARRY

What's your name?

PETER

Peter, Peter Parker.

HARRY

You might be of help to me yet… he isn't going to talk strange is he?

PETER

Talk… talk strange?

HARRY

Yeah, you know all of that scientist mumbo jumbo…

PETER

Huh?

HARRY

Never mind just, stay, in case I need a translator.

PETER

Ok…?

HARRY

I'll make it worth your wait… by the looks of it, you've probably haven't even got a number before- see her over there, the red head…

Peter looks to his right and can see who Harry was pointing out.

HARRY (CONT'D)

You help me survive through this whole ordeal… I'll personally guarantee that you'll leave here tonight with her phone number… do we have a deal?

PETER

I agh… I… yeah- sure… deal.

HARRY

Good.

MILES YUMA, 60 years old, short, big oval glasses, regular white lab coat with parting bald black hair and a scientist mustache steps out onto the stage.

MILES

Welcome… wow, I actually expected no one to come at all.

Everyone including Peter laughs at this obviously dull joke, what was the big deal? Why do they laugh like Carvey just gave another Bush impersonation? These were the thoughts clouding over Harry's brain when Miles walks over towards the brown drapes and rips them off. Revealing two high powered beams, sort of like mini satellites with red power fuses on the outside… next to the one on the right was a fan… connected to the satellite piece by a single cord.

MILES

These create a highly absorbent contrast material, useful in radiographs. This means X-rays, fluoroscopy, angiography and barium contrast studies can all be more precise and detailed. In the future, procedures facilitated by these materials may replace ultrasounds, reducing the potential for medical harm caused by human error.

A phone begins to play SR-71's TOMORROW, Harry answers his cell phone…

HARRY

Excuse me for a second… oh hey, what's up… no it's a good time… really?… finally, so the Globe Trotters actually won?… That's great… what?

Everyone looks towards him, on verge of unleashing their anger. Peter taps Harry on his shoulder clearing his throat…

HARRY

Hmm?… Oh, I'll call you back ok…

Harry hangs up the phone…

HARRY

Sorry about that, you may continue with your little experiment… it's going great… keep up the good work.

Harry stops talking and Peter whispers into his ear.

PETER

Are you intentionally trying to get yourself kicked out of here?

Miles clears his throat…

PETER

Oh… sorry… my fault… I… agh… I'll be quiet.

MILES

Good, will everyone now please dismiss these two's obnoxious scene of teenage anxiety.

Peter frowns and Harry just grins shaking his head no… _teenage anxiety, you're to talk with your midlife crises…_ but Peter pinches Harry's arm before he had time to lash out his counter attack.

MILES

Now, with a touch of a button… I will transmit the radiation beam, down over to that generator over there… thus generating enough power to heat up the electricity source to make the fan turn. Shall we begin?

Miles presses down on a remote control and the radioactive generator begins to whirl… above was another anxious onlooker, someone curious and lusting for the red glow… it begins to crawl down slowly, web zipping down, making it's way slowly, slowly towards the red beam of radioactive material. And then it DROPS and gets caught in the beam, the fan begins to power up… the afraid SPIDER hurls itself away and GRASPS onto Peter's arm…

PETER

Aghh!

Peter drops to the ground, beginning to fade out into a seizure… Harry kneels down looking over Peter

HARRY

What the hell?

Everyone looks on in amazement…

MILES

Well, this is why I don't give public speeches and demonstrations- lack of respect, good night gentlemen…

Miles storms out of the room… and everyone begins arguing…

HARRY

Great my father is really going to kill me now…

Harry equips his phone and dials 911

HARRY

It's ok, hang in there…

INT. HOSPITAL ROOM- DREAM

Peter lays on a hospital bed, he sits up squinting his eyes, he could see perfectly- without his glasses. _That's weird_. He looks around the eerily empty room.

PETER

Where am I?

He looks towards the door to see a green like swampy fluid flowing towards him. He lowers his feet to the floor, the green substance slowly TRANSFORMING into webbing… GRABS onto his feet as he stands up and attempts to move. After several attempts, he RIPS FREE. And then, he can hear it… quiet at first, but gradually LOUDER and LOUDER. Small feet scurrying through the vents above… it STOPS.

ANNOUNCER

Dr. Grant to room 2W5, Dr. Grant to room 2W5.

Peter looks towards the room vent on the wall corner to his left and spiders SHOOT out towards him.

JUMP CUT:

Peter wakes up, STARTLED, in the room with him was Aunt May, Uncle Ben and a MAN standing under the shadows, face HIDDEN. The man steps forward- one foot, two foot. As he walked into the light he says…

MAN

Mr. Parker, glad you could join us.

The man was Norman Osborn!

PETER

Mr. Osborn?

Ben and May begin to disappear as…

JUMP CUT:

EXT. BROOKLYN BRIDGE- AFTERNOON- DREAM

Peter and Norman stand above the Brooklyn bridge, below the water currents CRASH and above the wind SOARS. Peter looks down and nearly falls…

PETER

It's just a dream…

(looks back up to see NORMAN)

A nightmare…

NORMAN

Do not be afraid to admit it. You are afraid- you are afraid of heights. Look!

Peter hesitates

NORMAN (CONT'D)

Look again!

Peter looks down over the bridge, water crashing, wind flying… he was TERRIFIED.

NORMAN

Sooner or later you will have to face it, conquer it

Norman takes a step towards Peter

NORMAN

Kill it!

Norman places his hand on Peter's shoulder

NORMAN

Join me… son.

Peter looks into Norman's eyes, FEAR showing through.

NORMAN (CONT'D)

Together we can have it all, anything you ever wanted. Ask and it is yours-

Peter looks away… _There is only one thing that I want._

NORMAN (CONT'D)

What about Gwen Stacy?

Peter looks back towards him, opening himself up, displaying his weakness, his true weakness.

NORMAN (CONT'D)

The girl of your dreams, the one person you love- more than anything, more than anyone… the one person who could _destroy_ you. Ask and she is yours.

Peter shakes his head "no," attempting to block his own mind from taking charge… his heart from taking charge.

PETER

This… is just a dream

NORMAN

Quite the contrary; this, Mr. Parker is your life. Your _new_ life. You've changed… what was once unattainable has now been reduced to something beneath the sky, beneath you…… _Far_ beneath you… you were meant for greater things, better things.

PETER

But- this is a dream. I wake up, you're no longer real.

NORMAN

The weird part about a dream is that sometimes you can never wake up… sometimes it is hard differentiating fact from fiction.

PETER

What are you saying?

NORMAN

Don't be afraid Peter, you have no reason to be afraid… not anymore… you're free, free to be yourself… it is your time now son, it is your time for the hunt, hunt the hunters… live!

Norman begins to slowly walk towards the edge of the bridge; looking down towards the water below… he looks back. Bones PROTRUDING, eyes lit on FIRE and a grin that stood for everything EVIL and CORRUPT in the world. But, Peter didn't care, he respected _this_ man.

NORMAN

Anything you ever wanted is now yours; ask and you will receive.

Norman looks back towards the water.

NORMAN (CONT'D)

Ask.

Norman DIVES off and into the icy depths below. Peter runs towards the edge and looks down. But, instead he didn't see Norman- he saw something else- something he would never forget, something that he would stand for… looking up towards him, from the ripples of the water below… SPIDER-MAN.

INT. HOSPITAL LOBBY

Harry stands outside of the room looking in, Ben and May approach him. Harry looks towards them, nodding to welcome them and extending his hand.

HARRY

Harry, Harry Osborn…?

Ben frowns, father- like son…

BEN

I know who you are.

HARRY

I'm the one who called for the ambulance, the bill is already paid.

Ben just frowned… each second Harry began to feel more and more uncomfortable.

HARRY

Well, this is one of those unsettling silences I wasn't expecting. If there's anything else I can do…

Ben looks towards Harry, _who is this kid trying to impress_, he snorts out an insult instead of offering back the same generosity.

BEN

I don't need your money.

Harry looks towards Ben in confusion, _but you don't have any!_

HARRY

I…!

(takes a deep breath)

Ok…

Harry walks away and May looks towards Ben

BEN

I don't trust him.

MAY

He's not his father, Ben.

BEN

He might be.

MAY

He only was trying to help.

BEN

That's what my brother thought, look what happened to him.

Ben glances in towards Peter on the hospital bed… his heart was breaking, slowly, painfully. May presses her hand against Ben's.

MAY

He will be ok…

Ben shakes his head ok.

IN. OSBORN MANSION- MEETING ROOM

Harry looks up towards his father on the plasma screen.

HARRY

I couldn't get any information dad… I'm sorry.

NORMAN

You're sorry?… but, yet I expected as much from you.

HARRY

It wasn't my fault, something came up.

NORMAN

Something always comes up, doesn't it Harry?

HARRY

I put up with your little mind games enough dad.

NORMAN

Mind games? What are you talking about?

HARRY

I'm talking about why you hate me so much.

NORMAN

I don't hate you.

HARRY

You sure do a good job pretending it!

NORMAN

You want to know the truth? You think you're ready for it? I fear the day the company I built with my own hands passes officially into yours. You haven't shown an iota of the responsibility or intelligence it takes to run a lemonade stand, let alone a multinational corporation. You're lazy and stagnant. You've never hunted for anything in your life. But I blame myself.

INT. PARKER FAMILY HOME- ENTRANCE

"**Shadow on the sun" by Audioslave** begins as May and Ben help Peter into the house… Peter begins to walk up the stairs.

MAY

Now are you sure you're ok?

PETER

I'll be fine Aunt May.

May looks towards Ben and he nods his head, motioning for her to let him be.

INT. PARKER FAMILY HOUSE- PETER'S BED ROOM- NIGHT

Peter walks over to his bed and crashes down, exhausted.

INT. BROKEN DOWN WAREHOUSE- GARAGE- RAINING

The song continues as a sleazy, low rent man with greasy hair and cold eyes begins to walk through the garage. His name is BOCK. He wears a sweatshirt, hood pulled up, soaked to the bones.

BOCK

He's going to kill me…

Bock walks forward, through the dark warehouse until he comes upon a tall Cuban man in an appropriately shark blue tux, JIMMY D.

JIMMY

You're late.

BOCK

I… I had some unsettled business I had to get done first.

JIMMY

Unsettled business? What business? Where are your clients… I can't see them. You're in the shit hole Bock you know where that is? You're a goner, a low life, a scavenger, a no one… you are worth more dead than alive, now my friend.

BOCK

I'll get the money… I told you I'll have your money… I'll get it… I swear.

JIMMY

Answer me this, how much money do you owe?

BOCK

Hundred… no, a thousand…

JIMMY

Try ten grand Bocky… that's ten grand. Your stock market went… vroop… down the drain. You owe me that money Bock, and with out it I am a very unhappy man. You don't want me to be angry do you?

BOCK

No sir… no, no- I don't.

JIMMY

Good, I was hoping that was your answer… now, since I'm a generous guy I'll give you five more weeks. In five weeks, if that money is not in my possession you're a dead man. Do we understand each other?

BOCK

Yes…

JIMMY

Good, dismissed you are… and for your sake not for life.

Bock begins to walk away…

INT. PARKER FAMILY HOUSE – PETER'S BED ROOM – NIGHT

Peter is sleeping. We begin to hear the noise from his dreams… a voice whispering to him, gradually growing louder. Sounds of jungle drums beating with every gradual increase in the volume of the voice. We catch FLASHES of spider imagery.

VOICE (V.O.)

Danger. Watch out for danger. Feel the tingling in the web. Life is a web. Feel the tingling. Discover. Know. Understand. Instinct. Hunt. Hunt the hunters. Freedom. Power. Understand. Feel the tingling. Power. Freedom. HUNT!

KNOCK… KNOCK… KNOCK… Peter's EYES OPEN. He sees webs all over the ceiling shimmering in the moonlight. Ben opens the door to a tilt…

BEN

What are you doing still up? And what was with all that banging noise? You're keeping your aunt and I awake…

Peter looks up towards the ceiling, not knowing what to say.

PETER

Couldn't sleep…

BEN

Try to fall asleep kido. You've had a rough night as it is…

PETER

Sure thing Uncle Ben.

EXT. BROOKLYN STREETS- MORNING

**Open Hand's "626"** plays as… DANTE, 30 years old, drunk, African American, wearing rags from the gutters begins to walk through the streets. People from the windows scream at one another. Dante looks up towards one of the bulletin boards, it read "Ready for a better life? Enter the New York State Lottery; let money solve your problems."

DANTE

Money… is exactly what I need.

Dante BUMPS into an OLD HOMELESS MAN, knocking him to the street. He looks down and helps the Old Homeless Man up.

OLD HOMELESS MAN

Money?

(begins to laugh)

Boy… what you need is motivation.

Dante looks across the street towards a small convenience store.

OLD HOMELESS MAN

What you need is guts… but, been there done that- didn't work last time for me, who's to say it will for you?

Dante frowns and looks down towards him.

DANTE

What you're suggesting is illegal

OLD HOMELESS MAN

It's your life, but if you want to make something of it… you're gonna have to start now.

DANTE

Burglary?

The old man shrugs

OLD HOMELESS MAN

What other choice do we have?

DANTE

Get a job.

The old man laughs.

OLD HOMELESS MAN

You've been a bum for all your life Dante, your father before you squatted in that warehouse over there.

DANTE

Acme?

OLD HOMELESS MAN

In his younger and more reckless days, yes.

DANTE

What you're suggesting… it's illegal

OLD HOMELESS MAN

Businesses do not hire men like us Dante, we have to fight; we have to break the law… just to have a small piece of what everyone else is born into. It's your choice.

The old homeless man stands up, looks towards the convenience store.

OLD HOMELESS MAN (O.S.)

Your choice.

INT. PROJECTS- APARTMENT 200

Dante opens the door and walks in, setting his jacket onto the floor. He looks around.

OLD HOMELESS MAN (V.O.)

Sooner or later though, we all have to have a piece of what everyone else has…

His son, DANTE JR., 7 years old walks out of his bed room and looks up towards his father.

DANTE

Go back to bed.

DANTE JR.

But…

DANTE

Go on.

DANTE JR.

Fine.

Dante Jr. exits the room, leaving Dante alone.

OLD HOMELESS MAN (V.O.)

If not for yourself… maybe for someone else then.

Dante shakes his head yes.

DANTE

This is no life… it's time to end this vicious circle.

Dante walks back towards the exit, grabs his jacket and looks back.

INT. WAREHOUSE- FLASHBACK

YOUNG DANTE, age 9, looks up towards his FATHER

FATHER

You have to make something of your life son… don't be like me. This life… it's above you.

Young Dante shakes his head yes.

INT. PROJECTS- APARTMENT 200

Dante nods his head yes and exits the apartment.

DANTE

I'll make you proud.

INT. PARKER FAMILY HOME – KITCHEN- MORNING

Peter comes downstairs and enters the kitchen. Dressed in a red shirt and blue jeans.

MAY

I fixed wheat cakes!

Peter sits down. Grabs a fork. Digs in. CUT TO LATER. Peter has developed a voracious appetite. The stack of wheat cakes lessens and lessens until it's gone.

BEN

Hey, Pete, save some for the rest of us!

MAY

Don't berate the boy for finally developing a healthy appetite.

PETER

Breakfast was great, Aunt May. I gotta book.

Peter stands, tries to drop his fork. It STICKS to his palm, he looks towards it suspiciously and then it falls down.

EXT. ACME WAREHOUSE- AFTERNOON

Dante looks up towards the massive warehouse in front of him… it was old, broken down. Spray paint was written all over it. He begins to walk towards it, the sound of the waves crashing against the docks, in the back of the warehouse. He opens the door to the Acme warehouse and walks in.

INT. ACME WAREHOUSE

The warehouse itself looked like an abandoned garage, columns stood up from the ground… car parts lay off to the side… entire cars, windows shattered, bent up and dented with wheels that had been stolen years before. It was a shame to see valuables like this left to rot. It was however surprising that there were no squatters taking residence. His eyes scan around… no one. He notices a gun on the floor. Dante walks over towards it, bends down to look at it. He reaches for the gun and he sees the abbreviation R.W.

DANTE

Dad…

He picks up the ammunition and sticks it in his pocket… stands up and aims the gun towards the wall… BAM! A round shoots into the wood and BLASTS a hole through. This place was unsteady.

EXT. FOREST HILLS- AFTERNOON

Peter continues to walk alongside of the sidewalks home, Gwen catches up to him.

GWEN

Hey… hey…

Peter stops and looks behind his shoulder.

PETER

Hey Gwen.

GWEN

I heard you went to the hospital.

Peter shrugs

PETER

It was nothing… just a routine procedure.

Gwen shakes her head ok.

GWEN

So, you still didn't deliver the fliers.

PETER

Must have forgot.

GWEN

I'm sorry about Flash, you know… about what he did the other day.

PETER

You don't need to apologize for him Gwen.

GWEN

Well, it's.

PETER

Don't worry.

Uncle Ben spots Peter and interrupts them.

BEN

Hey, Peter, how did school go today?

PETER

Same.

Peter looks towards Gwen and then back towards Uncle Ben.

BEN

So, I haven't seen this young lady for a while. How's your parents?

GWEN

They're doing fine

BEN

How did the science project you two were working on go?

PETER

It went ok.

GWEN

Peter's being modest. We've got first place… definitely.

Ben nods his head in agreement.

BEN

(to PETER)

You did great. You always do.

Peter smiles. Ben checks his watch.

BEN (CONT'D)

I've gotta run, there's a business meeting.

(to GWEN)

Nice seeing you again Gwen, tell your folks I said hello.

GWEN

Sure thing Mr. Parker.

Ben continues heading off in the other direction.

EXT. MADISON SQUARE GARDEN- NIGHT

INT. MADISON SQUARE GARDEN-AUDITORIUM

_If I stay here any longer- I'll explode_, were the first thoughts that poured into Bock's head after having to stay through more than 4 hours of auditions for talent search night at the Madison Square Garden. He looks down towards the people aged 17-50. With various "thought to be" talents and others who were just there to jerk the agent's chain. Bock felt trapped watching one miserable person after another. His cell phone rings and he urgently answers it, _whew- at least this will divert my attention._

BOCK

Hello?

JIMMY (O.C.)

Where's my money friend?

BOCK

I, agh… I'm scouting right now.

JIMMY (O.C.)

You only have five more days Bock. Five days to earn back my money.

The line clicks dead and Bock hangs it up, _night just got worse…_

BOCK

(mumbled whisper)

I'm gonna die.

He looks down towards the various acts and sighs out- _hopeless_.

INT. PARKER FAMILY HOUSE – KITCHEN- EVENING

Around the dinner table, the Parkers finish saying grace and begin to eat.

MAY

Have you ever heard of S.A.D.?

BEN

What is that? A new band?

MAY

Social Anxiety Disorder.

Ben shakes his head "no" out of desperation, May has been ragging on the topic for over a week now!

BEN

Not this again…

MAY

I think it's worth investigating.

BEN

Will you leave the boy alone?

MAY

I'll leave him alone when he's married with a two-car garage and lots of little godchildren for us to spoil.

BEN

Then will you leave me alone?

MAY

Don't you worry about him?

Peter looks up from his plate…

PETER

I'm right here… Just so you know.

Aunt May and Uncle Ben don't hear him

BEN

No, I don't. He's a smart and resourceful kid.

MAY

But he's so quiet. He used to be such a happy little boy.

BEN

And now he's a contemplative little man.

MAY

Just like his father.

Peter stiffens momentarily.

BEN

Just like him.

MAY

Peter, could you pass the potatoes?

PETER

Mmm.

He passes them. May frowns, then excuses herself.

MAY

You know what? I'm going to look up this Social Anxiety Disorder on the web.

BEN

That's a good idea, May.

(sotto to Peter)

That should keep her busy for a few hours.

MAY (O.S.)

Heard you.

Peter and Ben share a smile.

INT. PARKER FAMILY HOME- BASEMENT

The basement is full of little scientific experiments and gadgetry. Peter is hard at work on a chalk board writing out measurements and chemical formulas. Harry walks down the stairs carrying a plate of cookies…

HARRY

Hey Pete, your aunt told me you were down here. This place looks like the lab of Dr. Frankenstein… where did you get the money for all this stuff? My father would be impressed.

Harry finally takes a bite out of one of the cookies that he was carrying… by the look on his face, it was obvious that the cookies were good…

HARRY

I gotta tell you. Your aunt makes great cookies… now if only she could stop from hoisting them off on everyone who rings on her doorbell. She's gonna give Jehovah's Witnesses the wrong impression… So, how did you manage to gather all of this equipment?

PETER

My dad gave it to me…

HARRY

I'm sorry.

PETER

Why should you be? For all you know, he's skiing in Aspen. What makes you think he's dead?

HARRY

Just… if my father taught me one thing, it's never to go into a situation without knowing all the specifics.

PETER

You mean having dirt on people?

HARRY

Yeah, guess so. I know it's none of my business, but…

Peter shakes his head "yes" as though it meant nothing to him, but in reality Harry's knowledge of almost everyone was a frightening aspect. Attempting to avoid the situation, he quickly adds…

PETER

I'm trying to finish the project he was working on before he died, there's just some missing piece of the puzzle that I'm just not able to lay my hands on.

Harry remains silent for a moment, contemplating what he should say next, but then he rushes out the words…

HARRY

Maybe you're trying too hard… you should loosen up.

PETER

Trying too hard? I've been going over the same measurements, the same formulas for over a year now…

HARRY

A dead end?

PETER

Maybe, but I highly doubt it.

HARRY

Maybe my dad could help. I should introduce you two… he's always happy to add another genius to the stable.

PETER

I don't think my uncle would approve.

Harry nods his head, he knew he could feel a tension the other night at the hospital.

HARRY

The Osborn reputation strikes again. I don't blame him, my father's a ruthless man… don't know why you haven't seen through the many faces of Norman Osborn yet.

PETER

He's a hero nonetheless.

HARRY

Why? Because of the number of scientific advancements he was able to instill upon the community? While at the same time ravaging families up alive, you wouldn't believe the number of people my dad fires each year… don't admire such a man Pete, there's nothing admiring about him.

PETER

I can see that you don't like him very much…

Harry grins, picking up a potion and examining it…

HARRY

Nailed it… since I was young I knew not to trust my father…

PETER

What about your mom?

HARRY

She died…

PETER

I'm sorry…

HARRY

Don't be, I hardly even knew her- she died when I was young… my father, he was never there for me… I had to learn how to fend for myself.

PETER

You're lucky… I didn't even get to know my parents.

HARRY

Lucky? I have an abusive father Pete, and you have an aunt and uncle who would die for you. I would give it all up: the money, the girls, the fame… well, maybe not the girls… but still, just to have a small piece of what you have- a family that supports you.

(attempting to beat around the bush)

So, I'm taking a major stab in the dark here… but you've never been with a girl.

PETER

Been?

HARRY

Been anywhere, come on' even saying that seems to be giving you way too much credit Pete.

PETER

Well, there is one girl.

HARRY

Name?

PETER

Gwen Stacy.

HARRY

I actually figured as much.

PETER

Hmm?

HARRY

Well, it's not exactly a secret Peter. It's pretty much stamped in bold letters upon your forehead… whipped.

PETER

Anyways, I don't even have a chance- she's with…

HARRY

Flash Thompson, quarterback… dad owns a law firm just out of Manhattan.

PETER

Well… yeah… Girls don't date guys with Star Trek posters.

Peter stops mid sentence unable to accept the truth…

HARRY

Eh. Buck up, little camper. In the short-run, guys like Flash get it all. But when they grow up, they pump gas for people like you. And people like Gwen Stacy come around too. You should see the kind of company my father runs. It's like a Maxim photo shoot sometimes.

EXT. NEW YORK CITY- AFTERNOON

The Song **"Be Yourself" by Audioslave** begins as the camera rotates around the city, for the first time we can see it… it's depth… it's glory… it's light… it's dark… it's gray. The Statue of Liberty stands tall, standing for truth, justice and the American way. The Twin Towers monument stood high, representing a new life. This was New York City, the city that shouted you can break us down, but we will stand back up again and fight. The city of crime, the city of justice. Here no one sleeps.

EXT. NEW YORK CITY STREETS

Peter walks along the sidewalk, glancing all around. He no longer wore glasses. He didn't need them. He stops at the corner, sees a walking sign and begins to walk across. A car didn't notice… it screeches as Peter JUMPS OVER IT AND LANDS. Peter glances around, everyone's eyes were on him. Everyone noticed him… the car was safe, he was safe… he liked this feeling, not the safety- the love. He lusted in it.

EXT. NEW YORK CITY DARK ALLEYWAY

Peter stood examining his hands, he looks up towards the wall… back towards his hand… _here goes nothing_… he puts his hands onto the wall and begins to crawl up. He crawls up fast, very, very fast… he was now in his element, the most comfortable he had ever felt in a while. His speed, his strength, his agility was amazing… he was practically running up the wall. Far beyond human capabilities. He double flips off of the wall and lands on his two feet. He looks up towards the sky above. The sun reflecting in his eyes. He begins to climb up the tallest building… reaching the top in mere seconds. He jumps up the rest of the way, grabbing onto the edge of the roof he swings himself onto it as though it was a gymnastic bar. He looks down towards the passing cars and breaths out.

PETER

Sooner or later I will have to face it…

(steps closer towards the edge)

Conquer it…

(steps once more closer)

Kill it…

Peter steps towards the very edge and looks down, he closes his eyes and a web line zips out of his hands…

PETER

There is no longer any reason to be afraid, not now, not ever again. I'm above it, everything unattainable is now beneath the sky… beneath me…

Peter swings out and over the cars towards the building opposite him… and he climbs up the rooftop looking down over his last feat.

PETER

A… new life.

Peter at first motions to not accept it, but could not hide his passion… _it's my time_, _it's my time to be popular_. He grins and begins to run off, hurtling over the rooftops so fast that anyone barely noticed… he was no longer a man, he was a spider. In it's purest form, also… the most dangerous. He had no fear, no worries.

INT. MID TOWN HIGH SCHOOL- HALLWAYS

Peter walks through the hallways at a rapid pace, trying to conceal his excitement when all of a sudden his arm starts to jolt, once again… Peter stops walking forwards…

PETER

Flash, you know that time I challenged you to a fight.

Peter looks towards Flash with anger burning in his eyes.

PETER

Today- after school, senior parking lot.

FLASH

Is this a joke Parker?

PETER

No joke at all, I'll even let you…

JUMP SHOT:

EXT. MID TOWN HIGH SCHOOL- SENIOR LOT

Flash sends his fist forward towards Pete, Peter dunks under the arm as though it was nothing!

PETER (V.O.)

Have the first punch.

Peter catches Flash's fist in his hand, and Flash begins to feel pain beyond his beliefs and then all of a sudden he is knocked back. His body goes flying against the windshield of a car. Peter looks towards Flash, in almost sadistic, eyes darting back and forth between the witnesses.

PETER

Hope you can deal with the pain Flash, I have for more than four years.

Peter begins to walk away.

INT. MIDTOWN HIGH SCHOOL- CAFETERIA

Peter wears more expensive clothes, he had traded his old ones out for the new look… the new Peter… spiky hair, black muscle shirt with a silver chain wrapped around his neck, sneakers and jeans. Gossiping was obviously floating around, as everyone looked towards him, girls giggled, guys frowned… girls began to clutter around him. _I think I will like this_. He no longer paid any attention to Gwen, girls were now just an object… they were all below him. Everyone was below him. Jason walks up to him and Peter just grins, shrugging as though it was nothing.

PETER

He deserved it…

JASON

He's in the hospital.

PETER

Guess who put him there?

Peter grins, but Jason just looks towards Peter through squinted eyes shaking his head no as he walks away. Peter just shrugs surrounded by his new groups of friends.

PETER

One loss, many gain.

INT. PARKER FAMILY HOME- ENTRANCE

May walks in carrying grocery bags.

MAY

Peter, I need help with groceries.

INT. PARKER FAMILY HOME- PETER'S BEDROOM

Peter was in his room listening to blasting music as he practices shooting web. He hears Aunt May, but he just shrugs… _everyone is beneath me._

INT. MADISON SQUARE GARDEN- WRESTLING TOURNAMENT

The Executioner is in the ring, yelled threats towards the audience… sitting up in front row was Peter and Harry.

PETER

These seats are amazing.

EXECUTIONER

Who ever can beat me, will receive the lucky cash prize of 5 thousand dollars.

PETER

You know… that's awful good pocket change.

HARRY

Are you suggesting?

Peter just shrugs

PETER

Just a thought, that's all.

HARRY

Your Aunt wanted me to talk to you about something.

Peter rolls his eyes.

PETER

You too huh? Jeez… they're definitely busting my balls over no big freakin' deal!

HARRY

They say that over the past couple of days you've changed… emotionally. They want to know if…

PETER

If I'm a danger to myself?

Peter takes out a cigarette and lights it

HARRY

You're not…

Peter blows out of it… _everyone is beneath me_. Harry looks back towards him.

PETER

Don't worry… something is changing… something for the better, I'm a different man now.

HARRY

Different?

Peter lights the cigarette again and smokes… sitting back in the chair. And he looks towards Harry, he shrugs and nods his head "yes"

PETER

Improved.

INT. PARKER FAMILY HOUSE- PETER'S BEDROOM

Peter sits at his desk, drawing a picture of a black Spider-Man costume… the symbiote costume.

INT. MID TOWN HIGH SCHOOL- BASKETBALL COURT

Gym class. Peter dribbles the ball at super-speed. In the corner of the room COACH BERRAN is talking to Flash.

COACH

...So you can't win a fight, you sue someone? Is that the sportsman thing to do?

FLASH

Look, coach, you don't understand.

COACH

I understand alright. You took the hippie way out. I got no place for hippies on my team. I'm putting you on temporary suspension.

FLASH

You can't! I'm the best player you got.

COACH

Sorry, Flash. I wouldn't want someone in your "delicate mental condition" to get hurt.

With a malicious glee in his eye, the Coach turns to look at Peter.

COACH

Parker! You're up!

Peter looks up and begins to run towards the coach.

FLASH

No! Anyone but him!

PETER

What is Flash too sore from the other day? Need a replacement, with actual skill this time, that it coach?

COACH

Well, he certainly can talk the talk.

The Coach throws Peter a basketball.

COACH

Lets see if he can walk the walk.

Peter walks to almost below the basket.

COACH

Further than that Parker!

Peter nods his head and begins to walk backwards, farther and farther…

COACH

That's good.

Peter, regardless, continues until he was under the opposing basket.

COACH

Come closer… no one can-

Before the Coach can finish his sentence, Peter takes the shot. The Coach drops his mouth in awe.

COACH

Do that again.

CUT TO LATER. Supplied a steady stream of basketballs by another player, Peter sinks a series of dunks. The Coach turns to Flash.

COACH

Meet your new replacement.

EXT. MIDTOWN HIGH SCHOOL

Peter watches Gwen walking away as he lights a cigarette. He walks after her, she stops and looks towards him… Peter nods his head "hey."

PETER

Hey.

GWEN

You've changed.

Peter shrugs

PETER

Everyone does, I'm free Gwen… for my whole life- I am finally free… I gotta tell you, it feels good, it feels great! But, no matter what I do… no matter what I say, I just…

Peter walks closer to her now, so that they were very close to each other… almost to the point of rubbing against each other. Peter looks down towards her.

PETER

I can't forget you.

GWEN

I never knew that…

PETER

That's because I was always too shy to tell you, not anymore. I'm not afraid of anything now… I laugh in the face of danger.

Gwen shakes her head…

GWEN

No, you're just wearing a mask.

Gwen steps into the car and begins to drive off, Peter watches her go… and he kicks the curb.

PETER

You know what, I don't care!

Peter begins to walk away, but he looks back. Showing no emotion, but just a hard glare… unreadable… emotionless…

INT. PARKER FAMILY HOME – ENTRANCE- EVENING

Peter enters. It's late. Ben and May waiting for him.

BEN

Where were you?

PETER

Out.

BEN

I came by the school. You weren't there.

PETER

Beautiful day out.

BEN

There's a kid from school. Flash Thompson. Says you knocked him into a car windshield?

PETER

He's like three feet taller than me.

BEN

He has witnesses.

Peter pauses.

PETER

I did it. So what?

BEN

So he's suing us for ten thousand dollars!

PETER

For?

BEN

Emotional duress.

PETER

Yeah, ok… so? … Hey he was an ass hole and sooner or later everyone gets put in their rightful place.

BEN

And where is that?

PETER

Below me!

MAY

Peter, this is not the way you were raised. This is not how human beings behave!

Peter shrugs as though it was no big deal.

MAY

I just don't understand…

BEN

Peter, that's not how we taught you to...

PETER

I know what you taught me! You taught me to be a wimp and a loser, just like you! But. I've changed! I'm above you… I'm above everyone. I'm different, improved. Stop making a big deal about it just because you're jealous!

Peter begins to walk away and walks down into the basement.

MAY

Well, go after him!

BEN

He needs time… I'm afraid to admit it, but lately I can't even stand looking at him anymore. What happened to him? What have I done wrong?

MAY

It's not your fault.

Ben walks upstairs, and May bursts out into tears.

EXT. BROOKLYN- NIGHT- RAINING

"**RAINY DAY" by Guster** plays as… Dante walks through the raining streets.

DANTE

I'll make you proud.

Dante's foot lands in a puddle of water… and people all around him avoid walking next to him. He was currently wearing a poncho that he found in the trash. In his pocket he carries a gun… he finds a small store and walks in.

INT. SMALL STORE

The clerk at the front looks towards him.

CLERK

May I help you sir?

Dante's eyes scan the area… he takes out the gun and aims it at the clerk.

DANTE

Give me your money… now!

The clerk gulps and shakes his head yes. The clerk opens the cash register and… BAM! The gun goes off and hits the clerk right in his head… he falls to the floor bleeding. Dante walks over towards the cash register and takes the money.

EXT. SMALL STORE ALLEYWAY

Dante crouched next to the garbage, head lowered… crying…

DANTE

What have I done?… What have I done!

INT. SMALL STORE- FLASHBACK

The bullet hits the clerk, who was no older than fifteen.

INT. PROJECTS- APARTMENT 200- DANTE JR.'S BEDROOM

The door creaks open and Dante looks in to see his son sleeping.

DANTE

You're worth it…

Dante kisses his son's forehead and exits the room.

INT. OSBORN MANSION- LIVING ROOM

Harry sits in front of the fireplace, fire light dancing upon his face as he slowly drinks from a wine glass. He hears the double doors opening behind him and he turns around to look, it was May Parker. He stands up and looks towards her surprised.

HARRY

Mrs. Parker?

MAY

I just wanted to apologize for…

HARRY

I understand, let's just say it's not that easy to be my father's heir.

MAY

I know you barely know us, but…

HARRY

What's wrong?

MAY

Ben doesn't have a job, and Peter…

HARRY

Got into a fight at school, I heard.

MAY

Their suing us… and I was wondering if there was anything you could do.

Harry shakes his head ok.

HARRY

I'll look into it.

May shakes her head ok. And begins to leave, but Harry interrupts her departure by adding…

HARRY (CONT'D)

Mrs. Parker, you've done a good job raising Peter. He's a good kid.

May shakes her head yes.

MAY

Thank you.

INT. MADISON SQUARE GARDEN- WRESTLING TOURNAMENT

The Executioner stands in the ring…

EXECUTIONER

No one…

All of a sudden someone jumps down from the ceiling an all black costume with a black mask that covered most of his face. A spider emblem was crudely drawn on the back of the costume. It was Peter.

PETER

(imitating the Executioner)

No one can beat me, I am the executioner.

(arrogant)

Come on, can't you ever think of anything new to say? I'll take your challenge!

The executioner begins to laugh…

EXECUTIONER

You? Who is this guy?

PETER

I am… the… agh… human spider.

EXECUTIONER

You… agh… agh… su-sure about that?

PETER

Yeah, so are you going to sit around all day thinking about how corny your dialogue is, or…

The executioner runs towards Peter, his arm out- aiming for his head.

PETER

I can see you already made your decision.

Peter dunks under the executioner's arm and flips backwards.

PETER

That's all you got? Five thousand for this- come on!

EXECUTIONER

So you want to get all personal now do ya?

PETER

I don't know… let me think for a moment… agh…

(imitates the Executioner)

Do ya?

The executioner runs towards Peter and is about to wham his weight into him, when Peter jumps over him.

PETER

One for the amazing leap frog, none for the slow gladiator.

EXECUTIONER

Your ass is mine spider!

Peter runs towards the executioner, the executioner begins to run towards him, and then Peter rolls out of the way and back flips over the executioner. Next he quickly sends out a lethal kick, knocking the executioner to the mat.

PETER

Oh is it now?

The announcer walks out and grabs Peter's hand and holds it up.

ANNOUNCER

Let's hear it for the uncanny, the fantastic, the incredible, the amazing Spider-Man!

The audience begins to chant his name, Peter smiles. One person who takes notice is Bock. He rubs his hands together. Peter looks out in the crowd and he can see Bock nodding his head approvingly.

INT. MADISON SQUARE GARDEN- HALLWAYS

Peter walks through the hallway. Bock appears from a corner wall waiting for him.

BOCK

Hey Web-head… Pretty good act you got there, kid. Three or four years you might be able to buy something else.

PETER

What are you talking about?

BOCK

I'm talking about making some REAL money. What's your name? No, don't tell me. Ruins the mystery. You need a gimmick.

PETER

A gimmick?

BOCK

Yeah- there's something missin' sure you got the name- heck, even a circus clown's got a name… no… what you need is a costume…

PETER

A costume? I've already got one.

BOCK

Yeah I can see that. You need one like Evel Knievel! Everybody remembers him! You need a costume that stands out- a costume that shouts spider!

PETER

I don't know about this...

BOCK

Trust me, you'll be a sensation. My card.

He hands Peter a business card.

BOCK

Call me when you're ready to play in the big leagues.

He walks away.

BOCK

I'll supply the costume…

INT. MID TOWN HIGH SCHOOL- GYM- BASKETBALL COURT

Currently another game was in progress, it was Peter that had made the winning basket… the bell rings announcing the end of the game. The Midtown Cougars had won the game and the team celebrates by lifting a rejoicing Peter into the air.

INT. MID TOWN HIGH SCHOOL- HALLWAYS

Outside of the basketball court was Harry Osborn talking to Mr. Harrison Thompson, whom had the same strong resemblance as his son. Harry was wearing a business suit and tie, hardly the evening wear to a high school basketball game.

HARRISON

What is the meaning of this Osborn!

HARRY

Recently your law firm has been in the process of suing a friend of mine, you might know him- due to the fact that you were the ones who sued him. His name is Peter Parker.

HARRISON

I have no idea what you're talking about.

HARRY

I assumed you would say that…

Harry opens up a manila folder that he was carrying in his hands to reveal a document detailing the law suit against the Parkers.

HARRY

Ten thousand dollars, hardly the amount of money I would expect from a family that is having mortgage difficulties- what did you intend to do Mr. Thompson, send the Parkers out onto the streets because of a fight at school?

HARRISON

The boy was on drugs, taking the juice.

HARRY

I find that highly unlikely, Peter won the fight fair and square. What? Not a sore loser are you Mr. Thompson?

HARRISON

Is that a threat?

HARRY

If you don't drop the law suit against the Parkers, I will personally release documents detailing the court juries that you have bought off over the years… in short, I will ensure that you end up working at a low paying gas station up in Milwaukee. Are we understood?

Harrison shakes his head "yes."

HARRY

Good- enjoy the game.

INT. BOCK'S OFFICE

Bock was counting his cash when Peter walks in, mask off.

PETER

I'm ready.

And on that, we enter into a MONTAGE. **"Crawling" by Hoobastank.**

INT. MADISON SQUARE GARDEN- WRESTLING TOURNAMENT

The lights are out all over the Madison Square Garden…

ANNOUNCER

We were told it didn't exist… we were told there was nothing to fear… we were told it couldn't happen.

A light shines above and we can see Spider-Man, in the true professional looking black symbiote costume, standing next to a web and then he drops down from the sky and flashing lights go off everywhere, as well as a cloud of smoke sweeping over the audience. Spider-Man begins to walk forwards towards the ring… red and blue lights dancing around the arena.

INT. BOCK'S OFFICE

Bock counts a small fold of bills. He looks at the camera and does a wink-and-click thing.

BOCK

Bigger.

INT. LATE SHOW

LETTERMAN

There seems to be a new brand of action sweeping over Madison Square Garden… a creature by the name of Spider-Man. He has agreed to make an appearance on tonight's show…

The lights dim and then we can see Spider-Man standing on top of the rafters above, he jumps down and attaches a web to the ceiling and swings forward over the audience.

INT. BOCK'S OFFICE

Bock counts a larger fold of bills. He looks up at the camera and does the does a wink-and-click thing.

BOCK

Bigger.

INT. MADISON SQUARE GARDEN- WRESTLING TOURNAMENT

The cages were up at Madison Square Garden, the wrestler was trapped in the ring… crawling along the cage was Spider-Man. It was obvious that the wrestler wasn't told about this… which in turn caused his current fright.

WRESTLER

Who are you?

Spidey drops down from the cage above landing in a crouching position.

SPIDER-MAN

I'm Spider-Man

The lights in the whole arena begin to go into over drive, it was no longer a show… it was gladiator entertainment. The crowd around him cheer him on…

BOCK (V.O.)

Bigger.

JUMP CUT:

The wrestling ring stood high, lights of red and blue darting all around the arena. Bock looks out towards the ring from the alcove above.

BOCK

It's time.

ANNOUNCER

Ladies and Gentlemen, you've heard about him… you've talked about him… you've had nightmares about him… he's half man, half spider… you love em', you hate em'… ladies and gentlemen… I humbly give you…

The arena goes pitch black… and then lights hit upon Spider-Man entering the arena.

ANNOUNCER

The Amazing Spider-Man!

Bock grins

BOCK

Go and get me my money… my money

Spider-Man walks towards the ring and enters.

BEN (V.O.)

Peter, you have to learn that with Great power there must always come great responsibility.

PETER (V.O.)

This is my life, not yours!

Spider-Man nods his head yes…

SPIDER-MAN

My life.

EXT. MADISON SQUARE GARDEN- NIGHT- RAINING

Dante sneaks around the back, takes out his gun and shoots the lock to the back open and walks in.

INT. MADISON SQUARE GARDEN- ARENA

Spider-Man kicks both feet out and the wrestler goes down for the count. The announcer looks up towards Spider-Man checking the wrestlers pulse and shakes his head no… Spider-Man drops his head, tears for once, for a long time coming out… invisible, but evident.

ANNOUNCER

Raise your hand… you've won.

Spidey still looks down towards them.

ANNOUNCER (CONT'D)

It was in his contract, same as yours and every other wrestler. You've won…

Spider-Man shakes his head no.

SPIDER-MAN

Not tonight.

Spider-Man exits the ring and Bock stands up and bangs his fist against the wall.

BOCK

What the hell you tryin' ta do to me kid!

INT. BOCK'S OFFICE

Bock places bricks of cash into a wall safe. Wink. Click. PAN 180 degrees to show Peter standing in front of him, maskless and with a coat and boots over his spider-suit. The Montage ends.

PETER

I'd like my cut now.

Bock frowns.

BOCK

What do you mean, your cut?

PETER

Well, I made that money. I was doing all the work, you just…

BOCK

I just cashed the checks for you. So you could keep your precious "secret identity".

PETER

That was your idea.

BOCK

So it was. Here's the thing, we never signed a contract. You got no proof that this was ever yours.

PETER

Give me my money!

BOCK

What are you going to…

Peter shoots a web attaching Bock to the chair by his neck. Bock laughs as he just takes out a gun and aims it towards Peter.

BOCK

The same rash, unthinking flaw of the parasite you represent.

Peter stares towards him and releases his grip.

PETER

Don't walk up any dark alleyways, Bock… you'll be sorry you did this to me.

BOCK

Oh, going to murder someone else?

Peter is about to attack back, when he notices the presence of someone else in the room.

PETER

I don't think I'll need to.

Bock grins

BOCK

Life's a bitch.

Bock puts the gun away and the door slams shut, he looks back up…

BOCK

Hey, what the hell…

Dante points the gun towards Bock.

DANTE

Open the safe.

INT. HALLWAY OUTSIDE BOCK'S OFFICE – DAY

Dante runs out of the office, carrying a money bag. Peter, waiting at the elevator, looks back. Behind Dante, Bock stumbles out of his office.

BOCK

Stop him! He's stealing my money!

Bock takes off after Dante. Peter presses the call button on the elevator and steps out of Dante's way. The elevator doors close. Peter waves goodbye as Bock catches up.

PETER

Bon voyage! Au revoir! Adiós! Auf Wiedersehen!

BOCK

What was that! All you had to do was trip him! Now he's gonna get away!

PETER

Life's a bitch. Get used to it.

He does the wink-and-click thing at Bock.

INT. PARKER FAMILY HOME- MAIN ENTRANCE- NIGHT- RAINING

Peter stands in the doorway looking towards his Aunt and Uncle.

BEN

Where were you, Peter?

PETER

Practice.

BEN

I just got off the phone with your coach. He didn't have practice today. I bet if I check, he won't have had much "practice" scheduled on the days you've been out. What's happened to you Peter? You fall asleep in class, your grades are slipping…

PETER

And?

BEN

Peter, you have a great gift. The gift of intelligence. And when you have that kind of power, you have a responsibility to not just waste it selfishly, but to use it to make the world a better place.

PETER

I hate your stupid lectures! I'm more powerful than most of the people alive, and yet you still treat me like I'm just a child.

BEN

Peter.

Peter shakes his no.

PETER

I'm outta here.

Peter walks away.

BEN

Peter, wait!

EXT. FOREST HILLS- NIGHT- NIGHT RAINING

EXT. LONELLO FAMILY HOME

The Lonello family home was a small as the Parker's, and built a very similar design scheme. Peter walks up to the door and presses the doorbell, the door is answer by Jason. Currently he was wearing his basketball jersey.

JASON

Oh… hey Pete.

PETER

Hey, I know this might sound kind of weird- and.

JASON

Let me guess you want to know if you can stow away here while your aunt and uncle cool down.

PETER

Something, like that.

JASON

Sure, no problemo- my parents are out of town for the weekend; so, no one to call in Peteo.

PETER

Thanks…

JASON

No problem, we're friends Pete… don't ever feel afraid of asking for anything…

PETER

So how'd you know about my aunt and uncle?

JASON

You're kidding right? We've been friends since elementary school man, you think I wouldn't know you by now.

INT. LONELLO FAMILY HOME- KITCHEN

Peter sits at the kitchen table, while Jason gets a beer out of the refrigerator.

JASON

I'm going to get a beer, want one?

PETER

Yeah, sure.

Jason nods as he takes out 2 cans of beer.

JASON

So what was it this time? Experiment set fire to the house?

PETER

I was just afraid to tell them the truth.

JASON

That's all?

PETER

It's a little more complicated than that.

JASON

Come on, it can't be that bad.

Jason tosses Pete his beer and sits down at the opposite end of the table.

PETER

Leave it alone.

JASON

Well, if I were you Pete- I would just tell them the truth… nothing can be that bad, nothing… I was thinking about pulling a party together tonight- you in?

PETER

Who's coming?

JASON

Just the team, and girls- obviously. Who knows it might just be brainy Pete's lucky night.

PETER

Yeah sure, count me in.

JASON

Alright…

Jason stands up and gives Pete the high five…

JASON

I just got to make some quick phone calls.

INT. LONELLO FAMILY HOME- LIVING ROOM

Teenagers 15 and over were in the house partying and swaying to the music. Those who had already turned 18 were drinking, the law was changed- but most teenagers believe it to be a rule made to be broken. But, some younger teens had also managed to sneak a beer or two. Peter was leaning against the sofa drinking Pepsi when Jason approaches him standing beside an attractive blonde. Her name was LIZ ALLEN.

JASON

Hey Pete, remember Liz? Of course you do.

LIZ

So this is the infamous Peter Parker who knocked Flash into a windshield, with just a single shove.

Peter blushes, taken in under Liz's spell.

PETER

That's me

Jason looks behind him to see KONG, an overweight 18 year old, drinking down a whole keg of beer.

JASON

I'll be right back before this party gets out of hand.

LIZ

So, Jason told me you ran away from home- that true?

PETER

Yeah.

LIZ

Why? What happened?

JUMP CUT:

INT. PARKER FAMILY HOME- LIVING ROOM

Uncle Ben and Aunt May play a game of cards, the sound of a door can be heard swinging in the wind from the back of the house.

BEN

Peter?

There wasn't a reply, just an uneasy silence. May looked towards Ben afraid and in his eyes could be seen his fear as well, he stands up…

BEN

Peter is that you?

Still there was no answer. CLANG! The sound of pots crashing to the kitchen floor!

BEN

Perhaps a squirrel has gotten in May.

MAY

I've never heard of that happening in Queens before.

Ben and May begin to walk towards the entrance of the living room and May turns her head towards the right to see the shadow of a man standing in the entrance to the kitchen. He was carrying a gun and he too was caught off guard. It was Dante.

DANTE

Where's the money.

BEN

We don't have any.

The Dante aims his gun towards Ben…

DANTE

Where is it!

BEN

Hey, you're probably better off then we are, we hardly even have a dime.

Dante's finger presses the trigger, the bullet shoots out of the gun and hits Uncle Ben. Ben falls to the ground dead, tears begin to roll down May's cheek as she kneels down over his body crying. Dante's eyes dart back and forth AFRAID, this was his second time committing murder- he runs off as fast as he could.

INT. LONELLO FAMILY HOME- LIVING ROOM

All of a sudden sirens could be heard speeding through the neighborhood, everyone hurries outside.

EXT. LONELLO FAMILY HOME

Peter was the first one to see what was going on… cops cars swarmed around his house. Peter looks back towards Jason. And then he begins to run towards his house. Liz looks towards Jason.

LIZ

Where is he going?

EXT. PARKER FAMILY HOME- NIGHT- RAINING- THUNDER

Outside of the Parker family home were police cars and an ambulance… Peter arrives on the scene and his jaw drops in fright.

PETER

Oh no…

INT. PARKER FAMILY HOME- LIVING ROOM

May looks towards Peter, she could see the tears in his eyes…

MAY

What are we going to do?

COP

The police will find Ben's killer, I assure you mam.

Peter looks to his right and can see two cops conversing.

COP2

They just sighted the burglar over at the old abandoned Acme Warehouse at the waterfront, we're sending men over now to clear the area.

Peter takes off running…

MAY

Oh dear…

COP

Don't worry mam' kids take these things the hardest, he's just got to find a way to let it out.

EXT. OLD ABANDONED ACME WAREHOUSE- NIGHT

Cops were parked outside of the warehouse.

INT. OLD ABANDONED ACME WAREHOUSE- NIGHT

Dante paces the warehouse trying to contrive of a way out. A shadow of a man LEAPS across the ceiling and drops to the ground. Dante turns around to come face to face with Spider-Man. Spider-Man couldn't see his face, due to the darkness in the warehouse, all he knew was that this man killed Uncle Ben.

SPIDER-MAN

There is no where on Earth where you are safe, not from me.

Spider-Man punches Dante sending him crashing through stacked tires from the three convertible cars that were parked on the right. Spider-Man jumps over towards where Dante landed and lands perfectly in a crouching position, he grabs Dante's head and knocks it back towards the floor.

DANTE

Don't hurt me… please don't hurt me.

SPIDER-MAN

You killed my Uncle…

Spider-Man stands up and grabs Dante by his feet and spins him around in circles in mid air and then flings him against the back wall.

DANTE

God save me…

SPIDER-MAN

And you're not going to kill anyone else!

Dante begins to crawl over to a column on the right wall to help him gain his balance.

SPIDER-MAN

You can't run away, you can't hide.

Spider-Man walks over towards a convertible and lifts it over his head and begins to walk towards Dante… a lightning bolt thunders in the sky above illuminating Dante's face… Spider-Man stands still in time, tears welling up inside of his costume.

PETER (V.O.)

The face, the man- it was my fault, I let him get away… I let Uncle Ben die.

Dante, afraid, takes out his gun and taking his chance… he aims the gun towards Peter, Spider-Man kicks the gun out of his hands while maintaining balance with the convertible…

BEN (V.O.)

Peter, with great power, comes great responsibility…

Spider-Man throws the car crashing through the pillar and hitting the wall behind it. The convertible was now hovering above the unharmed Dante's head. Spider-Man webs Dante to the ceiling for the cops to arrest and take to jail, he couldn't kill him. Not because he didn't want to, but because of the greater morals his uncle had set for him. Spider-Man walks away from Dante and exits through the back. The cops kick the front door open and storm in to find Dante hanging from the ceiling.

INT. BROKEN DOWN WAREHOUSE- GARAGE- RAINING

Bock walks through the empty warehouse, the same song playing in the background… this time carrying a more eerie beat to it, and less stylistic. Bock sees Jimmy looking towards him grinning.

JIMMY

So, you have my money?

Bock nods his head no.

JIMMY

I told you what would happen if you didn't have my money. You're a dead man Bock.

Jimmy's about to take out his gun… but, BANG! Jimmy looks towards Bock, eyes wide open, blood spurting out of his chest, he falls to the ground. Bock was holding the smoking gun. Bock puts it back into his pocket and walks over towards a silver briefcase, opens it and looks in to find money. He takes it and begins to walk away.

EXT. BROKEN DOWN WAREHOUSE- NIGHT- RAINING

Bock stood in the rain and he waves his hand out.

BOCK

Taxi.

A taxi pulls over and Bock gets in, the Taxi drives off.

INT. OSCORP- BASEMENT

There was a slanted elevator that led to the bottom floor. No one besides top maintenance personal knew about it. There are two floors, the very bottom floor which the elevator left off at and then the semi-floor above that which circumnavigated the whole perimeter, this is where the machines could be located. The room is lined with blue and has green pulses of light emitting from the many machines. The bottom floor is mainly used for experiment conducting and human testing, and other things of that nature. The kind of thing that shouldn't be taking place in an urban area, but rules are made to be broken. Norman, wears a green tie, and J. JONAH JAMESON, editor and chief over at the Daily Bugle get off of the elevator.

NORMAN

Welcome to the "real" Oscorp, Mr. Jameson, something that hardly anyone ever gets to see.

JAMESON

I'm honored.

Norman and Jameson begin to walk through the room and towards a back door.

NORMAN

As my mentor once told me, we are only as strong as our weakest links… I have a feeling that I will need you in the future. Who knows, this might even be the start of a beautiful friendship.

JAMESON

Oscorp and the Daily Bugle? Stamping out over written news and…

NORMAN

Unleashing the newest information to date, yet keep in mind that production is far from complete… three years tops. Protocols are in development right now. I am one of your foremost supports Jonah, never forget that…

Norman opens a door and he and Jameson enter out onto…

INT. OSCORP- BASEMENT- SUPPLY LINE

A balcony looking down into a room which was filled with supply line making dozens, upon dozens of NEWS HUNTERS. Oscorp employees working on the ground below.

JONAH

My god.

NORMAN

Not god… me…

INT. MID TOWN HIGH SCHOOL- GYM- BASKETBALL COURT

The fund raiser was held on Sunday afternoon, the basketball court was empty except for the banner that ran across the top reading MID TOWN HIGH SCHOOL FUND RAISER, and the three desks, two in the middle at opposite ends and one in the far back- centered. At the desks were people who gathered the donations from people who dropped by… there was also a small sign that was positioned with a picture of Uncle Ben, to honor his memory. In the back was Peter and Gwen.

GWEN

Hey Pete, I'm sorry about your uncle.

PETER

I miss him… I don't know if I can go on- life has been so different without him, it's not the same anymore.

Tears begin to form in Peter's eyes. Gwen holds onto Peter's hand giving him the support that he needed. Gwen and Peter look into each other's eyes…

GWEN

He was a good man Peter, he was a good friend.

Peter nods his head in agreement and then, out of no where. Perhaps from the pain and suffering their true feelings were finally expressed, but it happened. For the first time Peter and Gwen embraced and then they kissed. It was the beginning of a brand new life.

INT. CEMETERY- RAINING MORNING

"**Stop Crying your heart out" by Oasis** plays. It was the first day in the life of Spider-Man… people were sitting down, in the rain, looking towards an open casket… the open casket was his fault, his doing. The worst part about being guilty was that no one can ever know. Peter was sitting next to Aunt May as the priest begins the funeral… ashes to ashes, dust to dust. Gwen was sitting in the back row with her family, and the Lonellos were behind the Parkers. Only one person didn't show, the one person Peter had come to know as a friend… Harry Osborn. The priest looks towards Peter. And Peter nods his head and begins to walk towards the microphone-

PETER

My Uncle told me that we were all put on this Earth for a reason. I never really got to know my parents, Uncle Ben taught me everything I know. He had attempted to instill in me a system of beliefs that I had forgotten. In this world one small man can make the most profound of changes. With Great Power there must always come great responsibility. That is something I forgot. He was a hero, stood up for what he believed in and fought for truth and justice. He was just one man, but at the same time he was so much more… he was a mentor, a teacher… a friend. He had always told me that I was meant for great things, and I… I let him down.

(he looks towards Aunt May)

But I will not fail him again.

(he looks away, forcing his eyes closed)

It was my fault. If only I had listened, he would still be alive.

(he looks up towards the sky)

We will all miss him.

PETER (V.O.)

I will make it up to you, I will dedicate myself to your cause… I will save others, I will make this city a better place.

JUMP CUT:

Peter and the other Parker men carry the casket.

PETER (V.O.)

I will not stand by, and have your life mean nothing.

JUMP CUT:

Uncle Ben's casket is lowered into the ground.

PETER (V.O.)

You saved me from myself.

EXT. NEW YORK CITY STREETS- AFTERNOON- SUNNY

A mugger holds up a family with a gun.

MUGGER

Give me your money and jewelry and no one will get hurt.

The mother refuses and the mugger grabs her by her arm… and presses the gun against her head.

MUGGER

I am not playing any games… now!

For the first time, a streak of red and blue jumps out of the sky and towards the ground below.

PETER (V.O.)

Maybe I couldn't do something as Peter Parker.

Spider-Man, in his classic red and blue costume finally stands tall and proud, he looks towards the mugger, who was running away. Spider-Man sends out a web and catches the mugger in his tracks and attaches him to the top of the building, having him hang upside down.

PETER (V.O.)

But I can do something as Spider-Man.

Spider-Man looks towards the family, and then towards the small 7 year old boy with big round glasses, and the second last sweater vest in the world…

SPIDER-MAN

Are you ok?

The boy shakes his head yes. And then Spider-Man looks up towards the parents.

MOTHER

Who are you?

SPIDER-MAN

Just your friendly neighborhood Spider-Man.

Spider-Man begins to walk away, but not before we catch the sight of the mugger hanging from the webbing… and attached to the web was a business card… YOUR FRIENDLY NEIGHBORHOOD SPIDER-MAN.

EXT. ROOFTOPS- NIGHT- RAINING

Thunder was rumbling in the background and rain fell from the night sky above, crashing down upon his head… Spider-Man kneeled on the edge of the narrow rooftop looking down towards the city below.

PETER (V.O.)

It was my fault. I'm sorry Uncle Ben.

Spider-Man turns towards the camera, ICONIC IMAGE.

PETER (V.O.)

But, I will make it up to you.

FADE TO END CREDITS


End file.
